ex10_5.htm


     

    
      


       

      PLEDGE
AGREEMENT

       

      THIS PLEDGE AGREEMENT (the
“Agreement”) is
made and entered into as of November 10th, 2009 (the “Effective Date”) by
and among LIU RUI SHENG, an
individual located at No. 6 Economic Zone, Wushaliwu, Chang’an Town,
Dongguan, Guangdong
Province, China (the “Pledgor”) ZHUANG, JINGHUA and SHI,
QUANLING, (the “Pledgees”), and Greentree Financial Group,
Inc., as escrow agent (“Escrow
Agent”).

       

      RECITALS:

       

       

      WHEREAS, in order to secure
the full and prompt payment when due (whether at the stated maturity, by
acceleration or otherwise) of all of the Pledgor’s obligations (the “Obligations”) to the
Pledgees or any successor to the Pledgees under this Agreement, the Subsidiary
Loan Agreement of even date herewith between the subsidiary of the Company
(defined below) and the Pledgees (the “Subsidiary Loan
Agreement”), the Warrants (the “Warrants”) issued or
to be issued by Decor Products International, Inc. (the “Company”) to the
Pledgees, either now or in the future, up to a total of Two Million Three
Hundred Forty Thousand Dollars ($2,340,000), and all other contracts entered
into between the parties hereto (collectively, the “Transaction
Documents”), the Pledgor has agreed to irrevocably pledge to the Pledgees
Thirteen Million Five Hundred Thirty Two Thousand (_13,532,000_) shares
of the Pledgor’s common stock (the “Pledged
Shares”).

       

       

      NOW, THEREFORE, in
consideration of the mutual covenants, agreements, warranties, and
representations herein contained, and for other good and valuable consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

       

       

      TERMS AND
CONDITIONS

       

       

      1. Pledge
and Transfer of Pledged Shares.

       

       

      1.1. The
Pledgor hereby grants to Pledgees a security interest in all Pledged Shares as
security for the obligations under the Subsidiary Loan Agreement, Guaranty and
Warrants. Simultaneously with the execution of the Transaction Documents, the
Pledgor shall deliver to the Escrow Agent stock certificates representing the
Pledged Shares, in such denominations as requested by the Pledgees, together
with duly executed stock powers or other appropriate transfer documents executed
in blank by the Pledgor (the “Transfer Documents”),
and such stock certificates and Transfer Documents shall be held by the Escrow
Agent until the full payment of all amounts due to the Pledgees under the
Subsidiary Loan Agreement through repayment in accordance with the terms of the
Subsidiary Loan Agreement, or the termination or expiration of this
Agreement.

       

       

      2. Rights
Relating to Pledged Shares. Upon the occurrence of an Event of Default
(as defined herein), the Pledgees shall be entitled to vote the Pledged Shares,
to receive dividends and other distributions thereon, and to enjoy all other
rights and privileges incident to the ownership of the Pledged
Shares.

       

      2.1 Further
Pledges. Notwithstanding the
foregoing pledge of 13,532,000 shares by Pledgor as collateral for the loan
from the Pledgees under the Subsidiary Loan Agreement and the limitations
imposed on the Pledgor with respect to the collateral under the terms of the
Agreement and Transaction Documents, the Pledgees hereby agree that the Pledgor
may make a further pledge of the collateral, on a pari-passu basis, to induce
additional lenders to extend credit to the Company (or any of its affiliates
determined on the basis of the GAAP rules for consolidation) for an amount
up to US$3,000,000 in principal amount and including the interest due
thereon and any other obligations arising from such further extension of credit
to the Company. The Pledgees hereby grant permission to Pledgor to be able
to use the collateral for additional loans to the Company without notice or
consent, during the term of the Pledgees extension of credit, whether or
not the prinicpal is repaid when due or whether or not any interest or
other obligation remain outstanding to the Pledgees, provided that the Pledgor
will not further pledge the collateral at and after such time as the Pledgees
commence to exercise their rights to take the collateral in satisfaction of the
obligations to the Pledgees pursuant to the terms of the Transaction
Documents.

       

      3. Release
of Pledged Shares from Pledge. Upon the payment of all amounts due to the
Pledgees under the Subsidiary Loan Agreement by repayment in accordance with the
terms of the Subsidiary Loan Agreement, the parties hereto shall notify the
Escrow Agent to such effect in writing. Upon receipt of such written notice for
payment of the amounts due to the Pledgees under the Subsidiary Loan Agreement,
the Escrow Agent shall return to the Pledgor the Transfer Documents and the
certificates representing the Pledged Shares, (collectively the “Pledged Materials”),
whereupon any and all rights of Pledgees in the Pledged Materials shall be
terminated. Notwithstanding anything to the contrary contained herein, upon full
payment of all amounts due to the Pledgees under the Subsidiary Loan Agreement,
by repayment in accordance with the terms of the Subsidiary Loan Agreement, this
Agreement and Pledgees’s security interest and rights in and to the Pledged
Shares shall terminate.

       

       

      4. Event of
Default. An “Event of Default”
shall be deemed to have occurred under this Agreement upon an Event of Default
under the Transaction Documents.

       

       

      5. Remedies.
Upon and anytime after the occurrence of an Event of Default, the Pledgees shall
have the right to provide written notice of such Event of Default (the “Default Notice”) to
the Escrow Agent, with a copy to the Pledgor. As soon as practicable after
receipt of the Default Notice, the Escrow Agent shall deliver to Pledgees the
Pledged Materials held by the Escrow Agent hereunder. Upon receipt of the
Pledged Materials, the Pledgees shall have the right to (i) sell the
Pledged Shares and to apply the proceeds of such sales, net of any selling
commissions, to the Obligations owed to the Pledgees by the Pledgor under the
Transaction Documents, including, without limitation, outstanding principal,
interest, legal fees, and any other amounts owed to the Pledgees, and exercise
all other rights and (ii) any and all remedies of a secured party with
respect to such property as may be available under the Uniform Commercial Code
as in effect in the State of Florida. To the extent that the net proceeds
received by the Pledgees are insufficient to satisfy the Obligations in full,
the Pledgees shall be entitled to a deficiency judgment against the Pledgor for
such amount. The Pledgees shall have the absolute right to sell or dispose of
the Pledged Shares in any manner it sees fit and shall have no liability to the
Pledgor or any other party for selling or disposing of such Pledged Shares even
if other methods of sales or dispositions would or allegedly would result in
greater proceeds than the method actually used. The Escrow Agent shall have the
absolute right to disburse the Pledged Shares to the Pledgees in batches not to
exceed 9.9% of the outstanding capital of the Pledgor (which limit may be waived
by the Pledgees providing not less than 65 days’ prior written notice to
the Escrow Agent). The Pledgees shall return any Pledged Shares released to it
and remaining after the Pledgees has applied the net proceeds to all amounts
owed to the Pledgees.

       

       

      5.1. Each
right, power and remedy of the Pledgees provided for in this Agreement or any
other Transaction Document shall be cumulative and concurrent and shall be in
addition to every other such right, power or remedy. The exercise or beginning
of the exercise by the Pledgees of any one or more of the rights, powers or
remedies provided for in this Agreement or any other Transaction Document or now
or hereafter existing at law or in equity or by statute or otherwise shall not
preclude the simultaneous or later exercise by the Pledgees of all such other
rights, powers or remedies, and no failure or delay on the part of the Pledgees
to exercise any such right, power or remedy shall operate as a waiver thereof.
No notice to or demand on the Pledgor in any case shall entitle it to any other
or further notice or demand in similar or other circumstances or constitute a
waiver of any of the rights of the Pledgees to any other further action in any
circumstances without demand or notice. The Pledgees shall have the full power
to enforce or to assign or contract is rights under this Agreement to a third
party.

       

       

      5.2. Demand Registration Rights.
In addition to all other remedies available to the Pledgees, upon an
Event of Default, the Pledgor shall promptly, but in no event more than thirty
(30) days after the date of the Default Notice, file a registration
statement to register with the Securities and Exchange Commission the Pledged
Shares for the resale by the Pledgees. The Pledgor shall cause the registration
statement to remain in effect until all of the Pledged Shares have been sold by
the Pledgees.

       

       

      6. Concerning
the Escrow Agent.

       

       

      6.1. The
Escrow Agent undertakes to perform only such duties as are expressly set forth
herein and no implied duties or obligations shall be read into this Agreement
against the Escrow Agent.

       

       

      6.2. The
Escrow Agent may act in reliance upon any writing or instrument or signature
which it, in good faith, believes to be genuine, may assume the validity and
accuracy of any statement or assertion contained in such a writing or
instrument, and may assume that any person purporting to give any writing,
notice, advice or instructions in connection with the provisions hereof has been
duly authorized to do so. The Escrow Agent shall not be liable in any manner for
the sufficiency or correctness as to form, manner, and execution, or validity of
any instrument deposited in this escrow, nor as to the identity, authority, or
right of any person executing the same; and its duties hereunder shall be
limited to the safekeeping of such certificates, monies, instruments, or other
document received by it as such escrow holder, and for the disposition of the
same in accordance with the written instruments accepted by it in the
escrow.

       

       

      6.3.
Pledgees and the Pledgor hereby agree, to defend and indemnify the Escrow Agent
and hold it harmless from any and all claims, liabilities, losses, actions,
suits, or proceedings at law or in equity, or any other expenses, fees, or
charges of any character or nature which it may incur or with which it may be
threatened by reason of its acting as Escrow Agent under this Agreement; and in
connection therewith, to indemnify the Escrow Agent against any and all
expenses, including attorneys’ fees and costs of defending any action, suit, or
proceeding or resisting any claim (and any costs incurred by the Escrow Agent
pursuant to Sections 6.4 or 6.5 hereof). The Escrow Agent shall be vested
with a lien on all property deposited hereunder, for indemnification of
attorneys’ fees and court costs regarding any suit, proceeding or otherwise, or
any other expenses, fees, or charges of any character or nature, which may be
incurred by the Escrow Agent by reason of disputes arising between the makers of
this escrow as to the correct interpretation of this Agreement and instructions
given to the Escrow Agent hereunder, or otherwise, with the right of the Escrow
Agent, regardless of the instructions aforesaid, to hold said property until and
unless said additional expenses, fees, and charges shall be fully paid. Any fees
and costs charged by the Escrow Agent for serving hereunder shall be paid by the
Pledgor.

       

       

      6.4. If
any of the parties shall be in disagreement about the interpretation of this
Agreement, or about the rights and obligations, or the propriety of any action
contemplated by the Escrow Agent hereunder, the Escrow Agent may, at its sole
discretion deposit the Pledged Materials with the Clerk of the United States
District Court Southern District of Florida, sitting in Miami, Florida, and,
upon notifying all parties concerned of such action, all liability on the part
of the Escrow Agent shall fully cease and terminate. The Escrow Agent shall be
indemnified by the Pledgor, the Company and Pledgees for all costs, including
reasonable attorneys’ fees in connection with the aforesaid proceeding, and
shall be fully protected in suspending all or a part of its activities under
this Agreement until a final decision or other settlement in the proceeding is
received.

       

       

      6.5. The
Escrow Agent may consult with counsel of its own choice (and the costs of such
counsel shall be paid by the Pledgor and Pledgees) and shall have full and
complete authorization and protection for any action taken or suffered by it
hereunder in good faith and in accordance with the opinion of such counsel. The
Escrow Agent shall not be liable for any mistakes of fact or error of judgment,
or for any actions or omissions of any kind, unless caused by its willful
misconduct or gross negligence.

       

       

      6.6. The
Escrow Agent may resign upon ten (10) days’ written notice to the parties
in this Agreement. If a successor Escrow Agent is not appointed within this ten
(10) day period, the Escrow Agent may petition a court of competent
jurisdiction to name a successor.

       

       

      6.7 Conflict Waiver. The Pledgor hereby
acknowledges that JPF Securities Law, LLC is securities counsel to the Pledgor
and counsel to the Escrow Agent in connection with the transactions contemplated
and referred herein. The Pledgor agrees that in the event of any dispute arising
in connection with this Agreement or otherwise in connection with any
transaction or agreement contemplated and referred herein,  JPF
Securities Law, LLC shall be permitted to continue to represent the Escrow Agent
and the Pledgor will not seek to disqualify such counsel and waives any
objection Pledgor might have with respect to JPF Securities Law, LLC acting as
securities counsel pursuant to this transaction.

       

       

      6.8 Notices.
Unless otherwise provided herein, all demands, notices, consents, service of
process, requests and other communications hereunder shall be in writing and
shall be delivered in person or by overnight courier service, or mailed by
certified mail, return receipt requested, addressed:

       

       
 

        If
to the Pledgor,
to:                           Decor
Products International, Inc.

      No. 6
Economic Zone, Wushaliwu, Chang’an Town

      Dongguan,
Guangdong Province, China

      Attention:  Mr.
Liu Rui Sheng, President

                                                                      Telephone  0769-85533948

                                 
Facsimile:                                

      


      With a
copy
to:                                      Jared
P. Febbroriello, Esq. LL.M. 

      JPF
Securities Law, LLC

      19720
Jetton Road

      3rd
Floor

      Cornelius,
NC 28031

      Phone:
(704) 897-8334

      Fax:
(704) 897-8349

      


      If to the
Pledgees:                            Zhuang,
Jinghua

      
        	
                 
      

              	
                    Suite
      2401, 24th
      floor, China Insurance Group Building, 141 Des Voeux Road, Central, Hong
      Kong

              


      

      
        	
                 
      

              	
                    Telephone:
      00852 21160965

              


      

      
        	
                 
      

              	
                    Fax:
      00852 22973635

              


      

      


      Shi,
QuanLing

      
        	
                 
      

              	
                    Suite
      2401, 24th
      floor, China Insurance Group Building, 141 Des Voeux Road, Central, Hong
      Kong

              


      

      
        	
                 
      

              	
                    Telephone:
      00852 21160965

              


      

      
        	
                 
      

              	
                    Fax:
      00852 22973635

              


      

      


      


        With
copy
to:                                

      


      


      Any such
notice shall be effective (a) when delivered, if delivered by hand delivery
or overnight courier service, or (b) five (5) days after deposit in
the United States mail, as applicable.

       

      7. Binding
Effect. All of the covenants and obligations contained herein shall be
binding upon and shall inure to the benefit of the respective parties, their
successors and assigns.

       

       

      8. Governing
Law; Venue; Service of Process. The validity, interpretation and
performance of this Agreement shall be determined in accordance with the laws of
the State of Florida applicable to contracts made and to be performed wholly
within that state except to the extent that Federal law applies. The parties
hereto agree that any disputes, claims, disagreements, lawsuits, actions or
controversies of any type or nature whatsoever that, directly or indirectly,
arise from or relate to this Agreement, including, without limitation, claims
relating to the inducement, construction, performance or termination of this
Agreement, shall be brought in the state courts located in Broward County,
Florida or United States District Courts for the Southern District of Florida,
and the parties hereto agree not to challenge the selection of that venue in any
such proceeding for any reason, including, without limitation, on the grounds
that such venue is an inconvenient forum. The parties hereto specifically agree
that service of process may be made, and such service of process shall be
effective if made, pursuant to Section 8 hereto.

       

       

      9. Enforcement
Costs. If any
legal action or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default or
misrepresentation in connection with any provisions of this Agreement, the
successful or prevailing party or parties shall be entitled to recover
reasonable attorneys’ fees, court costs and all expenses even if not taxable as
court costs (including, without limitation, all such fees, costs and expenses
incident to appeals), incurred in that action or proceeding, in addition to any
other relief to which such party or parties may be entitled.

       

       

      10. Remedies
Cumulative. No
remedy herein conferred upon any party is intended to be exclusive of any other
remedy, and each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law, in equity, by statute, or otherwise. No single or partial exercise by any
party of any right, power or remedy hereunder shall preclude any other or
further exercise thereof.

       

       

      11. Counterparts. This Agreement may be
executed in one or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute the same instrument.

       

       

      12. No
Penalties. No
provision of this Agreement is to be interpreted as a penalty upon any party to
this Agreement.

       

       

      13. JURY
TRIAL. EACH OF THE PLEDGEES AND THE PLEDGOR HEREBY KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVES THE RIGHT WHICH IT MAY HAVE TO A TRIAL BY JURY OF ANY
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION BASED HEREON, OR ARISING OUT OF, UNDER
OR IN ANY WAY CONNECTED WITH THE DEALINGS BETWEEN PLEDGEES AND PLEDGOR, THIS
PLEDGE AND ESCROW AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH, OR
ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN)
OR ACTIONS OF ANY PARTY HERETO OR THERETO IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR
OTHERWISE.

       

       

      IN WITNESS WHEREOF, the
parties hereto have duly executed this Pledge Agreement as of the date first
above written

      


      LIU RUI
SHENG

      


      By: /s/ Liu Rui
Sheng                                                      

      Name: Liu Rui Sheng

      Title:  Individual

      


      


      


      


      By: /s/ Zhuang,
Jinghua                                                      

      Name: Zhuang, Jinghua

      Title:   Individual

      


      


      


      


      By: Shi,
Quanling

      Name: Shi, Quanling

             Title: Individual

      


      


      


      


      GREENTREE FINANCIAL GROUP, INC.

      


      By: R. Chris
Cottone

      Name: R. Chris
Cottone

      Title:   Vice-President